Cronos Group Inc. (CRON) June 18, 2026 Annual General Meeting Transcript

Good morning. My name is Harrison Aaron, Senior Director, Investor Relations and Corporate Development, and I would like to welcome you to Kronos Group's 2026 Annual Meeting of Shareholders. Our host for today's meeting is Kronos Group's Chairman, President, and Chief Executive Officer, Mike Gorenstein. Mike, please take it away.

Thank you, Harrison. Good morning. Welcome to the 2026 Annual Meeting of Shareholders at Kronos Group, Inc. I am Michael Gorenstein, Chairman, President, and CEO of the company. As we've done in years past, this meeting is being held in a virtual-only format. Before proceeding with the formal business of the meeting, I would like to introduce the following executive officers who are joining us virtually this morning. Initially, Mac, Chief Financial Officer, Terry Desette, General Counsel and Corporate Secretary, Shannon Bugge, Senior Vice President and Global Head of People, and Jeff Jacobson, Chief Growth Officer. Let me briefly explain the format of today's meeting. We will start with administrative items and then continue with the formal business of the meeting, which includes the presentation of our 2025 financial statements, the election of directors, the adoption of a non-binding advisory resolution approving the compensation of our named executive officers, the adoption of a non-binding advisory resolution on the frequency of future say-and-pay votes, and the appointment of Davidson & Co. LLP as the company's auditors for the fiscal year 2026 and the authorization of the board to fix D&Co's remuneration. During today's meetings, officers of the company may make statements that are forward-looking statements for the purposes of applicable securities laws. All statements made today that are not clearly historical in nature may constitute forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that are inherently subject to significant business, economic, and competitive risks, uncertainties, and contingencies that may cause actual results, performance, or achievements to be materially different from the estimated future results, performance, or achievements expressed or implied by those forward-looking statements. The forward-looking statements made in today's meetings are made only as of today's date and accepted as required by law. Chronoscript disclaims any obligation to update or revise any such forward-looking statements. Forward-looking statements are not guaranteed of future performance and are subject to risk and uncertainty. The discussion of some of the material risks applicable to the company and some of the material factors and assumptions applied by management when making forward-looking statements can be found in Chronoscript's 2025 annual report on Form 10-K and quarterly report on Form 10-Q for the first quarter of 2026, both of which have been filed on CDR Plus and EDGAR. Under reliance should not be put on forward-looking statements. I now call this annual meeting of shareholders to order. I will act as the chair of the meeting and tari-to-set the general counsel and corporate secretary of the meeting will act as secretary of the meeting. American Election Services, LLC, will act as scrutiny for the meeting. The secretary has provided me an affidavit of Broadway dated May 12, 2026, as the mailing of the notice of the meeting, which states that on April 24, 2026, records related to Kronos Group's annual meeting scheduled for June 18, 2026 were mailed to shareholders a record as of the close of business on April 23rd, 2026, the record date of the meeting. Additional copies of the materials are also available on our website and under our profile on Cedar Plus and Edgar. Unless there is an objection, I will dispense with reading the notice of the meeting. A copy of the affidavit and notice will be annexed to the minutes of this meeting. Terry Sett will now discuss the procedures for transacting the business of the meeting.

Good morning. To facilitate the meeting, the company has requested that the formal motions be made by Bianca Nicolescu and seconded by Emily Whalen, and the chairman will call on these persons at the appropriate time. Given the virtual format of today's meeting, in order for us to expediently undertake the business to be conducted at the meeting, we request that registered shareholders and duly appointed proxy holders who have specific comments or questions on a formal item of business make such written submissions now by clicking on the messaging icon and typing in and submitting their question. Please clearly identify the applicable item of formal business as well as your name and contact information during the course of the meeting. Such questions will be addressed at the appropriate time. Following the formal meeting, we'll have a question and answer session. If you have any questions not specifically relating to an item of formal business to be discussed at today's meeting, please feel free to submit those questions at any time during the meeting, and we will do our best to ensure that such questions are addressed at the conclusion of the meeting. We'll do our best to answer all questions, but if for any reason we're unable to do so during the meeting, we will endeavor to follow up after the meeting if you have provided your contact information with your questions.

Thank you, Terry. Based on the preliminary report regarding shareholder attendance at this meeting provided by the scrutineer, I declare that the requisite quorum of shareholders is present or represented by proxy and that the meeting is duly and properly constituted for the transaction of business. I direct that the scrutineer's report be annexed to the minutes of this meeting as a schedule. Given that this is a virtual meeting, the voting of today's meeting will be conducted by online ballot for all matters. If, as a registered shareholder or a duly appointed proxy holder, you are using a control number to log in to the meeting and you accept the terms and conditions, you will be provided with the opportunity to vote by online ballot. If you have already voted by proxy and you vote again using your online ballot during the meeting, your online vote during the meeting will revoke your previously submitted proxy. If you have already voted by proxy and do not wish to revoke your previously submitted proxy, do not vote again during the online ballot. The polls will be open for all items of business to be voted on at the same time. This will allow you to vote on each item immediately, or, if you prefer, you may wait until the conclusion of the discussion on each item prior to casting your vote. Once the polls have been open, the items of business to be voted on and your available voting options will be visible on the voting panel on your screen. To submit a vote, please click on the voting choice displayed on your screen. Once a discussion is concluded and all business items, the polls will close. The preliminary results of the vote on each matter will be announced prior to the close of the meeting. I now declare the online voting polls open on all items of business. The first item of business is the presentation of the company's audited consolidated financial statements as of and for the year ended December 31st, 2025, and the auditor's report thereon, copies of which were made available to shareholders in advance of the meeting. Additional copies of our financial statements are available on our website and under our profile on CR Plus and Edgar. Unless there's an objection, I will dispense with the reading of the auditor's reports. The next item of business is the election of directors of the company for the following year. The articles of the company have set the number of directors at seven, and seven directors are to be elected at this meeting. The company's proxy statement dated April 24, 2026, listed the following nominees to serve as directors of the company to hold office until the close of the next annual meeting of shareholders or until their successors are duly elected or appointed in accordance with the articles of the company. Jason Adler, Darren Broaden, Murray Garnick, Michael Hornstein, Dominic Meyer, James Ruddick, and Elizabeth Seeger. As the company has not previously received timely notice of any further nominations or persons for elections as directors of the company as required by the articles of the company, I declare the nominations closed. May I have a motion that the seven persons nominated as directors of the company be so elected?

My name is Bianca Nicolescu, and I am a shareholder. I so moved that the seven persons nominated as directors of the company be so elected.

Does anyone second the motion?

My name is Emily Whelan, and I am a shareholder. I second the motion.

Moderator, can you please advise whether any questions have been received from the participants on the meeting specifically on this motion? Mr. Chairman, I confirm no questions or comments have been received on this item. We will now continue with the business of the meeting.

In accordance with the company's majority voting policy, we will have individual voting for directors to be conducted by way of an online ballot. To be approved, each director must be elected by a plurality of the votes cast at the meeting. As previously noted, if you have previously submitted a completed proxy and you vote again using the online ballot during this meeting, your online vote during the meeting will revoke your previously submitted proxy. If you have already voted by proxy and do not wish to revoke your previously submitted proxy, do not vote again during the online ballot. The next item of business is the advisory vote on the compensation of the company's named executive officers. As described in the proxy statement, shareholders are asked to consider and, if thought advisable, to approve the ordinary resolution on the compensation of the company's named executive officers. This vote is advisory only and non-binding on the company and the board of directors. However, the board of directors and its compensation committee will consider the outcome of the vote when making future compensation decisions for the company's named executive officers. The full text of the advisory resolution is set on page 55 of the proxy statement. To be approved, the advisory resolution must be passed by majority of the votes cast in the meeting.

I request a motion regarding the item of this item of business move that the advisory resolution as set out on page 55 of the proxy statement be passed as an ordinary resolution of shareholders does anyone second the motion I second the motion moderator can you please advise whether any questions or comments have been received from the participants of the meeting specifically on this motion mr. chairman I confirm no questions or comments have been received on this item we will now continue with the business of the meeting as previously noted if you have previously submitted a completed proxy and you vote again using the online ballot during the meeting, your online vote during the meeting will revoke your previously submitted proxy.

If you've already voted by proxy and do not wish to revoke your previously submitted proxy, do not vote again during the online ballot. The next item of business is the advisory vote on the frequency of future shareholders stay on pay votes. As described in the proxy statement, shareholders are asked to consider and, if not advisable, to approve the ordinary resolution on the frequency of future shareholders stay on pay votes. This vote is advisory only and non-binding on the company and the board of directors. However, the board of directors and its compensation will consider the outcome of the vote when determining how frequently a say-on-pay vote will be presented to shareholders. The full text of the advisory resolution is set on page 56 of the proxy statement. You may select one year, two years, three years, or abstain when voting. The selection that receives the greatest number of votes will be deemed to have received the recommendation of the shareholders. I request a motion regarding this item of business.

I move that the advisory resolution, as set out on page 56 of the proxy statement, be passed as an ordinary resolution of shareholders.

Does anyone second the motion?

I second the motion.

Moderator, can you please advise whether any questions or comments have been received from the participants of the meeting specifically on this motion? Mr. Chairman, I confirm no questions or comments have been received on this item.

We will now continue with the business of the meeting. As previously noted, if you have previously submitted a completed proxy and you vote again using the online ballot during the meeting, your online vote during the meeting will revoke your previously submitted proxy. If you have already voted by proxy and do not wish to revoke your previously submitted proxy, do not vote again during the online ballot. The next item of business is the appointment of Davidson and Company as the auditors of the company for the fiscal year 2026, and authorize the board of directors of the company to fix their remuneration. To be approved, the resolution must be passed by plurality of the votes cast at the meeting. I request a motion regarding this item of business.

I move that Davidson and Company LLP be appointed as auditors of the company for the fiscal year 2026 to serve until the close of the next annual meeting of shareholders or until a successor is appointed, and to authorize the board of directors of the company to fix the remuneration.

Does anyone second the motion?

I second the motion.

Moderator, can you please advise whether any questions or comments have been received from participants in the meeting specifically on this motion? Mr. Chairman, I confirm no questions or comments have been received on this item.

As previously noted, if you have previously submitted a completed proxy and you vote again using the online ballot during the meeting, your online vote during the meeting will revoke your previously submitted proxy. If you have already voted by proxy and do not wish to revoke your previously submitted proxy, do not vote again during the online ballot. That concludes the discussion of each item of formal business, including the notice of the meeting. The polls on all such items of business are now closed. I'm pleased to confirm that based on the preliminary results provided by the scrutineer, all matters have been passed with the record of the shareholder approval. The number of applicable votes cast in favor of, withheld from voting, voted against, or abstained from voting as applicable. Each item of business will be reported as part of the report of voting results to be filed on CR Plus and Edgar I disclosed in a press release promptly following the meeting. Moderator, can you please advise whether any further business has properly come before this meeting?

Mr. Chairman, I confirm no further business has been brought before this meeting.

This concludes the formal business brought before the meeting. As there is no further business to come before the meeting, I now declare the meeting terminated. We would like to now invite any supplemental questions from registered shareholders or newly appointed proxy holders present at the meeting. After the physical meeting, we will observe the same protocols of appropriateness and relevance of the meeting. Rest assured, we will not be attempting to limit or filter legitimate questions and we'll do our best to address issues raised. As previously noted, to the extent we were unable to respond to a submitted question, we will endeavor to follow up with you after this meeting. If you wish to ask a question, please click on the question icon and type in and submit your question. Moderator, can you please advise whether any supplemental questions or comments have been received from the participants of the meeting?

Mr. Chairman, I confirm no supplemental questions or comments have been received. Seeing as there are no further comments or questions, I would like to thank you for attending. Thank you. This concludes today's meeting. We thank you for your participation. You may now disconnect. Have a great day.

This concludes today's meeting.

Thank you for attending. You may now disconnect and have a wonderful rest of your day.